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BBShares Capital Management Limited

Important Informatio

BBShares Capital Management Limited (“BBShares”) is the manager of BBShares Mega Cap Fund; BBShares Systematic Opportunities Fund ; BBShares Diversified Alpha Fund. The funds are referred to herein as the “Products”. Any vehicle currently offering share creations is referred to herein as an “Offered Product”.

The Products are private investment vehicles. The Products are NOT registered with the Securities and Exchange Commission (“SEC”) or any other regulatory agency in any jurisdiction, and are NOT subject to the same regulatory requirements as SEC-registered exchange traded funds or mutual funds, including any requirement to provide certain periodic and standardized pricing and valuation information to investors. Shares of the Products are not insured by the Federal Deposit Insurance Corporation or any other governmental agency. Investments in the Products are speculative investments that involve high degrees of risk.

The shares of each Product are intended to reflect the price of the digital asset(s) held by that Product, less fees and expenses. As a result, there can be no assurance that the value of a Product’s shares will approximate the value of the applicable digital asset(s) held by that Product, and indeed, in cases where shares are transferable, they may trade at a substantial premium over or discount to the value of such assets. Moreover, the prices of the underlying digital assets are derived from third-party indices and reference rates, and no assurance can be given as to the accuracy of these prices.

The Products are passive investment vehicles and their shares may be adversely affected by losses that, had they been actively managed, might have been avoidable. To the extent of the Fund Construction Criteria described in its Offering Documents, BBShares Mega Cap Fund is actively managed using proprietary investment strategies and processes. There can be no guarantee that these strategies and processes will produce the intended results and no guarantee that the fund will achieve its investment objective. This could result in the fund’s under performance compared to other funds with similar investment objectives.

Investors in any Product must have the financial ability, sophistication, experience and willingness to bear the risks of an investment in that Product. Any offering or solicitation of an Offered Product will be made only to certain qualified investors who are “accredited investors” Or “institutional investors” as defined By Singapore MAS. Qualified investors may only invest in an Offered Product pursuant to documentation made available by BBShares, which should be read in its entirety. Information provided about an Offered Product is not intended to be, nor should it be construed or used as, investment, tax or legal advice, an investment recommendation, or an offer to sell, or a solicitation of an offer to buy, shares in any Offered Product. Any offer to sell or solicitation of an offer to buy shares in any Offered Product is made only by delivery to qualified investors of the offering documents for that Offered Product (the “Offering Documents”), which contain material information not available on this website and which, in the event of conflict, supersede any information available on this website in its entirety. In making an investment decision, investors must rely on their own examination of the applicable Offered Product and the terms of the offering contemplated by the applicable Offering Documents, including the risks involved.

The shares of each Product are not registered under the Securities Act, the Securities Exchange Act of 1934, the Investment Company Act of 1940, or any state securities laws. The Offered Products are being offered in private placements pursuant to the exemption from registration provided by Rule 506(c) under Regulation D of the Securities Act. As a result, the shares of each Offered Product are restricted and subject to significant limitations on resales and transfers. Potential investors in any Offered Product should carefully consider the long term nature of an investment in that Product prior to making an investment decision.

Shares in the Products have not been recommended by any U.S. federal or state or non-U.S. securities commission or regulatory authority, including the SEC. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of any information on this website or in the Offering Documents. Any representation to the contrary is a criminal offense.

Prospective investors in any Product should carefully note the following:Each Product represents a speculative investment and involves a high degree of risk.Investors could lose all or a substantial portion of their investment. Investors must have the financial ability, sophistication, experience and willingness to bear the risks of an investment in any Product. In particular, each Product invests in digital assets. The trading prices of many digital assets have experienced extreme volatility in recent periods and may continue to do so. In light of recent steep increases in the value of certain digital assets, multiple market observers have asserted that digital assets are currently experiencing a “bubble.” If these observers are correct, trading prices for the digital assets held by the Products could experience steep declines in value and the Products’ shares could lose all or substantially all of their value.

An investment in any Product should be discretionary capital set aside strictly for speculative purposes.Digital assets trading is highly risky and therefore not suitable for the vast majority of people. You acknowledge and understand that investment in digital assets may result in partial or total loss of your investment and therefore you are advised to decide the amount of your investment on the basis of your loss-bearing capacity. You acknowledge and understand that digital assets may generate derivative risks.Therefore, if you have any doubt, you are advised to seek assistance from a financial adviser first.Furthermore, aside from the above-mentioned risks, there may also be unpredictable risks. Therefore, you are advised to carefully consider and use clear judgment to assess your financial position and the above mentioned risks before making any decisions on buying and selling digital assets; any and all losses arising therefrom will be borne by you and we shall not be held liable in any manner whatsoever.Each Product has a limited operating and performance history. BBShares has authority over the management of each Product and shareholders’ rights are extremely limited.

Each Product may involve a complex tax structure, which should be reviewed carefully, and may involve structures or strategies that may cause delays in important tax information being sent to investors.Each Product’s fees and expenses (which may be substantial regardless of any returns on investment) will be paid using that Product’s assets, which will reduce the assets of that Product and the corresponding value of your investment, all else being equal.Each Product and BBShares, and their advisors and agents, are or may be subject to various conflicts of interest.

The above summary is not a complete list of the risks and other important factors relevant to an investment in any Product. For the Offered Products, more complete disclosures are contained in their private placement memorandum and other Offering Documents, copies of which may be obtained from BBShares.

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Mega Cap Fund

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